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Getty Petroleum Marketing Inc/MD – ‘10-12B/A’ on 1/27/97 – EX-10.5

As of: Monday, 1/27/97 · Accession #: 950124-97-358 · File #: 1-14490

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/27/97  Getty Petroleum Marketing Inc/MD  10-12B/A               4:609K                                   Bowne - Bde

Amendment to Registration of Securities (General Form) — Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Form 10 Amendment No. 2                               75    398K 
 2: EX-2.1      Reorganization and Distribution Agreement            100    297K 
 3: EX-10.2     Master Lease Agreement                                78    289K 
 4: EX-10.5     Trademark License Agreement                           27     62K

EX-10.5 — Trademark License Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Getty Petroleum Marketing Inc
1	1st Page - Filing Submission
16	Getty Petroleum Marketing Inc

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                                                                    EXHIBIT 10.5

TRADEMARK LICENSE AGREEMENT   

    THIS LICENSE AGREEMENT, effective as of the _______ day of _____, 1997, is
entered into by and between:  Getty Realty Corp. (hereinafter called "REALTY"), 
a corporation organized and existing under the laws of the State of Delaware,   
located at 125 Jericho Turnpike, Jericho, New York 11753 and Getty Petroleum    
Marketing Inc. (hereinafter called "MARKETING"), a corporation organized and    
existing under the laws of the State of Maryland, located at 125 Jericho        
Turnpike, Jericho, New York 11753.                                              
WHEREAS, REALTY is the owner of certain trademarks, service marks and 
trade names that have been utilized in, among other businesses, the motor fuel  
marketing business; WHEREAS, REALTY has subleased various motor fuel outlet     
properties to MARKETING under certain net lease agreements (hereinafter         
collectively called, the "Master Lease");                                       
WHEREAS, REALTY seeks to license certain trademarks, service marks and
trade names to MARKETING for use in its marketing business;                     
  WHEREAS, MARKETING wishes to license those trademarks, service marks and
trade names from REALTY for use in its marketing business on those terms;       
NOW, THEREFORE, in consideration of the foregoing and of the mutual   
promises hereinafter set forth, the parties agree as follows:                   
1. DEFINITIONS                                                        
A. "Licensed Marks" shall mean the trademarks, service marks or trade 
names listed on Schedule A attached hereto.                                     

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B. "Licensed Territory" shall mean the following states of the United 
States: Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut,
New York, New Jersey, Pennsylvania, Delaware, Maryland and Virginia, plus any   
additional states added to the Licensed Territory pursuant to the Grant of      
Option(s) to MARKETING described in Paragraph 15, below.                        

C. "Marketing Business" shall mean:  (i) the purchase, storage,       
distribution, marketing, and sale of gasoline, diesel fuel and other related    
products at wholesale and through terminals and a retail service station        
network; (ii) the operation of convenience stores; and (iii) the purchase,      
storage, transportation and sale of home heating oil to residential and         
commercial customers in mid-Hudson Valley, New York.  By way of example,        
"Marketing Business" does not include the home heating oil business previously  
carried on by the Aero Oil Company or the real estate business previously       
carried on by Getty Petroleum Corp., both of which are currently being carried  
on by REALTY.                                                                   

2.  GRANT OF LICENSE A.  Subject to the terms and conditions set out  
herein, REALTY grants to MARKETING an exclusive, payment-free, license to use   
the Licensed Marks in the Licensed Territory in connection with its Marketing   
Business.  MARKETING may incorporate its business under the name "Getty         
Petroleum Marketing Inc." MARKETING accepts the license subject to the terms and
conditions of this License Agreement.                                           

B. Subject to the consent of REALTY, which consent shall not be       
unreasonably withheld, MARKETING may sublicense the Licensed Marks to retailers 
or wholesalers of petroleum and other related products and operators of         
convenience stores, including but not limited to service station retailers,     
jobbers and distributors, but only subject                                      

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to the terms and conditions of this License Agreement all of which shall be     
equally binding on the sublicensees.  In determining the reasonableness of a    
refusal to consent to a sublicense, the parties shall be guided by the          
following considerations:  (i) the parties shall not knowingly take any action  
which would materially tarnish the image or cause a material adverse impact on  
the value of the Licensed Marks; and (ii) the parties shall not permit the      
indiscriminate proliferation of sublicensees which would cause the Licensed     
Marks to lose significance as a source of origin.  In connection with any       
sublicense granted hereunder, the sublicensee shall be required to agree in     
writing to be bound by and comply with all the terms and conditions of this     
License Agreement.  REALTY hereby consents to the sublicenses of the Licensed   
Marks set out in Schedule B hereto and authorizes MARKETING to make amendments  
and revisions in those sublicenses that are not of a material nature.           

3. OWNERSHIP OF MARKS                                                 
MARKETING acknowledges REALTY's ownership of the Licensed Marks.      
MARKETING agrees that it will do nothing inconsistent with such ownership and   
that all use of the Licensed Marks by MARKETING shall inure to the benefit of,  
and be on behalf of, REALTY.  MARKETING agrees that nothing in this License     
Agreement shall give MARKETING any right, title or interest in the Licensed     
Marks other than the right to use the Licensed Marks in accordance with this    
License Agreement.  MARKETING agrees that it will not attack the title of       
REALTY to the Licensed Marks or attack the validity of this License Agreement.  

4. QUALITY STANDARDS                                                  
  MARKETING agrees that the nature and quality of all services rendered by
MARKETING in connection with the Licensed Marks; all goods sold by MARKETING    

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under the Licensed Marks; and all related advertising, promotional and other    
related uses of the Licensed Marks by MARKETING shall conform to reasonable     
standards set by and be under the control of REALTY.  MARKETING agrees that the 
quality of all such services, goods, and advertising and promotional materials  
associated with the Licensed Marks shall be of the same high-level quality as   
previously associated with the Licensed Marks.  MARKETING further agrees that   
the quality of all such services, goods, and advertising, promotional and other 
related uses of the Licensed Marks shall conform with the standards,            
specifications, and instructions as established by REALTY or such subsequent    
standards, specifications, or instructions reasonably comparable thereto        
promulgated by MARKETING subject to the approval of REALTY, such approval not   
to be unreasonably withheld.  Without limiting the foregoing, MARKETING agrees  
to comply with the standards, specifications, and instructions set out in       
Schedule C hereto, as may be modified from time to time in accordance with this 
paragraph.  If MARKETING intends to use the Licensed Marks on a new product     
within the ambit of a particular registration it shall request approval for     
such new product from REALTY at least thirty (30) days prior to initiating such 
new product use, and such approval shall not be unreasonably withheld by        
REALTY.  REALTY shall provide MARKETING with notice of approval or              
non-approval, as the case may be, within thirty (30) days of the receipt of the 
notice with respect to MARKETING's intended new product.                        

5. QUALITY MAINTENANCE                                                
    MARKETING agrees to cooperate with REALTY in facilitating REALTY's control
of the nature and quality of goods, services and related uses associated with   
the                                                                             

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Licensed Marks, to permit reasonable inspection of MARKETING's operations,      
and to supply REALTY with specimens of all uses of the Licensed Marks upon      
request.  MARKETING shall comply with all applicable laws and regulations and   
will obtain all appropriate government approvals pertaining to the sale,        
distribution and advertising of goods and services covered by this License      
Agreement.  REALTY shall have the right to enter and inspect service stations   
of MARKETING that use the Licensed Marks.  REALTY shall have the right to       
receive from MARKETING, upon request and without charge, a reasonable number of 
samples of products sold by MARKETING as well as labels, promotional materials, 
advertising materials, sales materials and related materials using any of the   
Licensed Marks.                                                                 

6. FORM OF USE                                                        
 MARKETING agrees to use the Licensed Marks only in the form, manner and
trade dress and with appropriate legends as prescribed from time to time by     
REALTY, and not to use any other trademark, trade name, trade dress, or service 
mark in combination with any of the Licensed Marks without prior written        
approval of REALTY.  REALTY hereby approves of the use of the Licensed Marks    
used in combination with other trademarks, trade names, trade dress, or service 
marks set out in Schedule D hereto.  MARKETING shall submit to REALTY for prior 
approval, all new or revised labels which are a material departure from those   
presently used at least sixty (60) days prior to initiating use of a revised    
or new label.  REALTY's approval shall not be unreasonably withheld.  REALTY    
shall provide MARKETING with notice of approval or non-approval, as the case    
may be, within                                                                  

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thirty (30) days of the receipt of the notice with respect to MARKETING's       
intended new or revised label.                                                  

7. TRADEMARK NOTICES                                                  
MARKETING will utilize on its products bearing the Licensed Marks,    
packaging and advertising, whatever lawful notice is reasonably requested in    
writing by REALTY in order to protect the Licensed Marks and properly designate 
REALTY's legal ownership thereof.  Without limiting the foregoing, MARKETING    
agrees to utilize, where commercially practicable, a notice sufficient to       
indicate that the utilized Licensed Mark is a registered trademark of Getty     
Realty Corp.  If REALTY does not request a particular trademark notice,         
MARKETING shall utilize such notice as in the opinion of its counsel is         
appropriate in order to protect the Licensed Marks and properly designate       
REALTY's legal ownership thereof and the fact of registration thereof.          
However, MARKETING shall advise REALTY of such intended notice, and make any    
changes thereto reasonably requested by REALTY.                                 

8. APPROVALS/PROTECTION OF THE LICENSED MARKS                         
In discharging their respective rights and obligations with respect to
Paragraphs 4, 5, 6, or 7 above, the parties shall be guided by the following    
consideration:  The parties shall not knowingly take any action which would     
materially tarnish the image or cause a material adverse impact on the value of 
the Licensed Marks including, without limitation, the indiscriminate            
proliferation of uses of the Licensed Marks which would cause any of the        
Licensed Marks to lose significance as a source of origin.  If there is any     
dispute as to either party's obligations with respect to Paragraphs 4, 5, 6, or 
7 above, or the application thereof, the parties shall promptly consult to      
resolve the matter.  If the parties                                             

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cannot resolve the matter, the dispute shall be submitted to arbitration in     
accordance with paragraph 16 below and the arbitrator in that case shall be     
guided by the same considerations described above in this Paragraph 8.          

9. CONFLICTING TRADEMARKS                                             
MARKETING will not at any time adopt or use, without REALTY's prior   
written consent, any word, mark, or designation which is similar or likely to   
be confused with any of the Licensed Marks.                                     

10. FUTURE DOCUMENTS, RECORDING                                         
AND TRADEMARK MAINTENANCE                                       
      A.  The parties agree to cooperate in the execution and delivery, from
time to time, throughout the term of this License Agreement, of any documents   
that may be reasonably required or desirable to effectuate and carry out the    
purpose and intent of this License Agreement.  Such documents shall include     
instruments required to file, renew, protect, perfect and/or maintain the       
Licensed Marks and REALTY's ownership therein, or to provide for the granting   
of any license hereunder.  Without limiting the generality of the foregoing,    
REALTY shall enter MARKETING or its local designee or cause MARKETING or its    
local designee to be entered as a registered user of the Licensed Marks         
wherever necessary or desirable, and MARKETING and/or its local designee shall, 
upon written request, execute such registered user agreements.                  
    B. Except as provided in Paragraph 11 B below with respect to infringement
of the Licensed Marks by third parties, REALTY shall take such action as is     
reasonably required or desirable to obtain and maintain appropriate protection  
of the Licensed Marks applicable to MARKETING's business.  Except as provided   
in Paragraph 11 B below with respect to infringement of the Licensed Marks by   
third parties, REALTY shall bear the                                            

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full cost of all trademark filings, renewals, registered user entries and       
actions to protect, perfect or maintain the Licensed Marks applicable to the    
Marketing Business, including the attorney's and local agent's fees, taxes,     
government filing and other fees.                                               

11. INFRINGEMENT AND OTHER ACTIONS                                    
       A.  The parties shall promptly notify each other of any claim that is
asserted, and of any action or proceeding that is threatened or commenced, in   
which a third party (i) challenges MARKETING's right to use any of the Licensed 
Marks, or (ii) alleges that any Licensed Mark infringes the trademark or trade  
name rights of such third party, or (iii) in which the revocation, cancellation 
or declaration of invalidity of any of the Licensed Marks is sought.  REALTY    
and MARKETING shall consult with respect to each such claim, action, or         
proceeding, the assertion of counterclaims thereto and the settlement thereof   
and shall jointly defend, in the name of REALTY and/or in the name of           
MARKETING, each such action or proceeding that is commenced.  If an action or   
proceeding brought by a third party concerns the registrations and/or products  
of both REALTY and MARKETING, both REALTY and MARKETING shall be responsible    
for their pro rata share of legal expenses incurred in defending such action or 
proceeding, said pro rata share to be determined by the proportion of products  
and/or registrations at issue in the third party action or proceeding.  If      
there is a disagreement as to the appropriate pro rata share of legal expenses  
to be borne by each party, the matter shall be submitted to arbitration in      
accordance with paragraph 16 below.  If the claim or action concerns only       
products and/or registrations of MARKETING, MARKETING shall bear all legal      
expenses incurred in defending such actions and proceedings and bear all        
damages and costs, if any, recovered by the third party.                        

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     B. REALTY and MARKETING will each undertake commercially reasonable efforts
to learn of any unauthorized uses of the Licensed Marks.  Promptly upon         
receiving notice or knowledge thereof, the parties shall notify each other of   
any infringement or other violation by a third party of any of the Licensed     
Marks. REALTY and MARKETING shall consult with respect to any such infringement,
and any action or proceeding, including opposition and cancellation actions,    
that may be brought against such infringement.  REALTY shall exercise its       
discretion with respect to taking appropriate action including the bringing of  
actions at REALTY's expense in the name of REALTY and/or MARKETING, but shall   
not be obligated to take any action or institute any proceedings.  If such      
action or proceeding is commenced by REALTY, it shall promptly notify MARKETING 
and MARKETING shall cooperate, including the defense of counterclaims, and      
REALTY shall bear the expenses of MARKETING except for fees charged by any      
attorneys retained solely by MARKETING in connection with such cooperation.     
MARKETING shall be given an opportunity to participate with counsel of its      
choice bearing its own legal and other costs.                                   

In the event that REALTY determines not to commence such action or    
proceeding at its expense, it shall promptly notify MARKETING. MARKETING may    
then, at its expense, initiate such action or proceedings in its capacity as a  
licensee of such Licensed Marks, provided however, that MARKETING must obtain   
the prior written approval of REALTY regarding commencement of such action, such
consent not to be unreasonably withheld.  The foregoing notwithstanding, in the 
event of any unauthorized use of the Licensed Marks by one of MARKETING'S       
sublicensees, MARKETING shall undertake efforts to cause the unauthorized use to
stop.  In the event those efforts are                                           

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unsuccessful, MARKETING shall, at its expense, initiate such action or          
proceedings in its capacity as a licensee of such Licensed Marks with respect to
such unauthorized use. REALTY shall cooperate with MARKETING in any such        
proceeding or action, including the defense of any counterclaims, and MARKETING 
shall bear the expenses of REALTY, except for fees charged by any attorneys     
retained solely by REALTY in connection with such cooperation.  REALTY may, if  
not a party, join in, with counsel of its own choice, bearing its own legal and 
other costs.  The party bringing any action or proceeding under this            
sub-paragraph (B) shall keep the other party informed of the proceedings and    
give the other party an opportunity to participate in any settlements, but the  
final decision whether to settle the action or proceeding shall be made by the  
party bringing the action or proceeding, subject to the approval of REALTY (if  
not a party), such approval not to be unreasonably withheld.  If within ten (10)
business days or such shorter time period as shall be reasonably practicable    
under the circumstances REALTY does not approve a proposed settlement           
recommended by MARKETING in good faith, REALTY shall be deemed to have taken    
over responsibility for the action or proceeding, including subsequent legal    
fees, awards against REALTY or MARKETING and expenses relating thereto.  No     
settlement by either party shall bind the other to make any payment or suffer   
any loss of existing or future rights without such other party's consent, which 
shall not be unreasonably withheld. Any recovery in such action or proceeding   
shall be applied first to reimburse the party or parties for its or their legal 
expenses in maintaining such action or proceeding.  The excess shall belong to  
the party maintaining the action or proceeding at the time such recovery is     
awarded.  If the action is brought jointly and the recovery is not sufficient to
reimburse REALTY and MARKETING                                                  

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for their legal expenses in such action, the unreimbursed portion of such legal 
expenses shall be borne equally by each party.                                  

12. TERM                                                              
 This License Agreement shall continue in force and effect until
February 1, 2052 unless sooner terminated as provided for herein.  Except as    
provided in Paragraph 15 hereof, the license shall remain exclusive and         
payment-free for so long as the Master Lease entered into between the parties   
hereto of even date is in effect.  In the event that the Master Lease           
terminates prior to February 1, 2052, then this license shall, commencing on    
the date that the Master Lease terminates, become:  a) non-exclusive in all     
areas, including the Licensed Territory; and b) a payment-bearing license       
pursuant to which MARKETING shall pay to REALTY a rental fee for the use and    
maintenance of Getty signage and related items based on the gross revenues      
generated and/or gallonage sold under the Licensed Marks at a rate that is      
reasonable and customary in the trade to be agreed in writing between the       
parties.  In the event that the parties are unable to agree to the rental fee,  
the dispute shall be submitted to arbitration in accordance with Paragraph 16   
below.                                                                          

13.  TERMINATION AND BREACH                                           
       This License Agreement shall be terminated:  a) in the event of any
affirmative act of insolvency by MARKETING; or b) upon the appointment of any   
receiver or trustee to take possession of the properties of MARKETING.  REALTY  
shall have the right to terminate this License Agreement either a) upon a       
material default by MARKETING under the Master Lease which is not cured within  
the cure periods specified therein; or b) upon a material default by MARKETING  
with respect to its obligations under the Reorganization and Distribution       
Agreement between the parties of even date which is not                         

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Rcured within the cure periods specified therein.  In the event of any other    
breach or threatened breach of this License Agreement, notice shall be given    
and the parties shall promptly consult in good faith to cure such breach, with  
the party at fault being given an adequate period of time to remedy the matter. 
If such breach is not cured within sixty (60) days of the notice, the matter    
may be submitted to arbitration in accordance with paragraph 16 below, which    
may include a determination whether a material breach has occurred and/or been  
cured.  In the event the arbitrator determines that a material breach has       
occurred, the arbitrator shall not be authorized to terminate this License      
Agreement (except in the case of a material breach by MARKETING which creates a 
substantial likelihood of loss of rights in the Licensed Marks) but shall be    
authorized to issue any other order or award any other relief deemed            
appropriate, including, without limitation, injunctive relief.                  
    In the event of a material breach by MARKETING which creates a substantial
likelihood of loss of rights in the Licensed Marks, the arbitrator shall be     
authorized to issue any order awarding any relief deemed appropriate,           
including, without limitation, injunctive relief, and further providing that in 
the event MARKETING fails to comply with the relief ordered within a specified  
period of time, the license shall be terminated.                                

14. EFFECT OF TERMINATION                                             
      Upon termination of this License Agreement, MARKETING agrees:  a) to
immediately discontinue all use of the Licensed Marks and any term confusingly  
similar thereto, and to delete the same from its corporate or business name; b) 
to cooperate with REALTY or its appointed agent to apply to the appropriate     
authorities to cancel any recording of this License Agreement from all          
government records; c) to destroy all printed materials and signs bearing any   
of the Licensed Marks; d) that all rights in the Licensed                       

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Marks and the good will connected therewith shall remain the property of        
REALTY; and (e) to cause all sub-licenses to terminate and all sublicensees to  
immediately discontinue all use of the Licensed Marks and any term confusingly  
similar thereto, and to delete the same from their respective business names,   
if applicable.                                                                  

15.  GRANT OF OPTION(S)                                               
  In addition to the rights and obligations described above, and
subject to the terms and conditions set out herein, REALTY hereby grants to     
MARKETING an option(s) that may be exercised at any time and from time-to-time  
during the term hereof to expand the above-defined Licensed Territory to        
include any other state of the United States in which MARKETING conducts its    
Marketing Business. In the event that MARKETING exercises its option(s) to      
expand the Licensed Territory to any additional states, all of the terms and    
conditions of this License Agreement shall apply to such additional states,     
except as follows:  a) the licenses for the additional states shall be for      
durations to be mutually agreed upon between the parties hereto but in no event 
shorter than the term of the license granted within the Licensed Territories;   
b) the license will be non-exclusive within those additional states; and c)     
MARKETING will pay to REALTY a rental fee for the use and maintenance of Getty  
signage and related items sales within those states based on the gross revenues 
generated and/or gallonage sold under the Licensed Marks.  These additional     
terms will be agreed to in writing between the parties.  In the event the       
parties are unable to agree to these terms, then any dispute shall be submitted 
to arbitration in accordance with Paragraph 16 below.                           

16.  ARBITRATION                                                      
        Any controversy or claim arising out of, or relating to this License
Agreement or its interpretation, performance or nonperformance or any breach    
thereof, which the parties                                                      

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are unable to resolve between themselves, shall first be submitted to a single  
arbitrator who shall be knowledgeable in marketing and trademark matters.  The  
arbitrator shall be mutually appointed by the parties, and shall not be bound   
by rules of the American Arbitration Association, but shall adopt such          
procedures as shall appear appropriate to expedite decision making, in order    
that disputes may be resolved within commercially reasonable time periods.  If  
the parties cannot agree on the selection of the arbitrator, the arbitrator     
shall be selected by The American Arbitration Association.  Each party shall    
bear its own costs in any such proceeding.  The decision of the arbitrator      
shall be final and binding upon the parties and may be enforced in any court of 
competent jurisdiction.                                                         

17. GENERAL PROVISIONS                                                
 A.  Assignability:  This license may be assigned by either party to the
successor in interest or assignee of substantially all of its business or       
assets, or the surviving party of any merger or consolidation to which it is a  
party provided that the assignee of any assignment assumes all the assignor's   
obligations hereunder.  Apart from any assignment permissible under the         
preceding sentences of this paragraph 17.1, MARKETING may not otherwise assign  
the license granted herein or the obligations undertaken herein without the     
prior written consent of REALTY, which consent shall not be unreasonably        
withheld.                                                                       
    B.  Notices: Any notice, approval, consent or other communication required
or permitted hereunder shall be in writing and shall be given by personal       
delivery or telecopy, with acknowledgement of receipt, or by prepaid registered 
mail, return receipt requested, addressed to the party at its address first     
above written, to the attention of its General Counsel, or to any other address 
that either party may subsequently designate, by notice in accordance with this 
paragraph.  Notices and other communications hereunder shall be                 

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deemed effective one (1) day after dispatch if personally delivered or          
telecopied, and three (3) days after dispatch, if posted, subject to proof of   
delivery.                                                                       
C.  Waiver:  The waiver by any party of a breach or default of any    
provision of this License Agreement by the other party shall not constitute a   
waiver by such party of any succeeding breach of the same or other provision;   
nor shall any delay or omission on the part of either party to exercise or      
avail itself of any right, power or privilege that it has or may have           
hereunder, operate as a waiver of any such right, power or privilege by such    
party.                                                                          
  D.  Governing Law:  This License Agreement shall be governed by, subject
to and construed under the laws of the State of New York.                       
   E.  Unenforceability:  In the event that any term, clause or provision of
this License Agreement shall be construed to be or adjudged invalid, void or    
unenforceable, such term, clause or provision shall be construed as severed     
from this License Agreement, and the remaining terms, clauses and provisions    
shall remain in effect.                                                         
    F.  Association:  The parties, by this License Agreement, do not intend to
create a partnership, principal/agent, master/servant, franchisor/franchisee,   
or joint venture relationship, and nothing in this License Agreement shall be   
construed as creating such a relationship between the parties.  The parties     
agree that this License Agreement does not create any franchise relationship    
between them that is subject to the provisions of the Petroleum Marketing       
Practices Act or any similar state or local government law.                     
  G.  Counterparts:  This License Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all such           
counterparts together shall constitute one and the same instrument.             

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   IN WITNESS WHEREOF, the parties hereto have caused this License Agreement
to be executed as of the day and year first above written.                      

        GETTY REALTY CORP.

                          By:_______________________
                          Title:____________________
                          Date:_____________________

                    GETTY PETROLEUM MARKETING INC.

                          By:_______________________
                          Title:____________________
                          Date:_____________________

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SCHEDULE A
TRADEMARK LICENSE AGREEMENT 

Trademarks, Service Marks and Trade Names 

Getty Petroleum Marketing Inc.                                                  
Getty Supply Corp.                                                              
Getty Terminals Corp.                                                           

Also see attached list of Trademarks and Service Marks                          

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TRADE-MARKS AND SERVICE MARKS AND REGISTRATION NUMBERS

GETTY (Plain Lettering)                                                         
Registration No.  958,055                                                       

GETTY & DESIGN (Helvetic Script)                                                
Registration No.  947,471                                                       

G & DESIGN (Helvetic Script)                                                    
Registration No.  957,175                                                       

GETTY PREMIUM                                                                   
Registration No. 1,030,492                                                      

GETTY...THE VALUE LEADER IN FINE GASOLINES...AND MORE!                          
Registration No. 1,628,635                                                      

GETTY MART & DESIGN                                                             
Registration No. 1,480,165                                                      

GETTYMART...THE VALUE LEADER IN FINE PRODUCTS...AND MORE!                       
Registration No. 1,714,174                                                      

GETTY EXPRESS CHARGE                                                            
Registration No. 1,742,185                                                      

EXPRESS CHARGE                                                                  
Registration No. 1,811,433                                                      

GETTY...THE VALUE LEADER IN FINE PRODUCTS...AND MORE                            
Registration No. 1,678,820                                                      

GETTY FLEET SMART                                                               
Registration No. 1,956,050                                                      

G (STYLIZED)                                                                    
Registration No. 2,029,061                                                      

GETTY                                                                           
Application Serial No. 74/330,713                                               

GETTY AND DESIGN                                                                
Application Serial No. 74/330,714                                               

GETTY ENERGY AND POWER                                                          
Application Pending.                                                            

"DV2"                                                                           
Registration No. 1,680,938                                                      

POWER TEST & DESIGN                                                             
Registration No. 932,015                                                        

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POWER TEST                                                                      
Registration No. 933,404                                                        
Registration No. 917,523                                                        

POWER TEST IN RECTANGLE                                                         
Registration No. 1,297,298                                                      

POWER TEST SHOWN DIAGONALLY                                                     
Registration No. 1,298,066                                                      

KWIK FARMS & DESIGN                                                             
Registration No. 1,288,389                                                      

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SCHEDULE B
LICENSED MARKS
WHICH MAY BE SUBLICENSED

See attached list.                                                              

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TRADE-MARKS AND SERVICE MARKS AND REGISTRATION NUMBERS

GETTY (Plain Lettering)                                                         
Registration No.  958,055                                                       

GETTY & DESIGN (Helvetic Script)                                                
Registration No.  947,471                                                       

G & DESIGN (Helvetic Script)                                                    
Registration No.  957,175                                                       

GETTY PREMIUM                                                                   
Registration No. 1,030,492                                                      

GETTY...THE VALUE LEADER IN FINE GASOLINES...AND MORE!                          
Registration No. 1,628,635                                                      

GETTY MART & DESIGN                                                             
Registration No. 1,480,165                                                      

GETTYMART...THE VALUE LEADER IN FINE PRODUCTS...AND MORE!                       
Registration No. 1,714,174                                                      

GETTY EXPRESS CHARGE                                                            
Registration No. 1,742,185                                                      

EXPRESS CHARGE                                                                  
Registration No. 1,811,433                                                      

GETTY...THE VALUE LEADER IN FINE PRODUCTS...AND MORE                            
Registration No. 1,678,820                                                      

GETTY FLEET SMART                                                               
Registration No. 1,956,050                                                      

G (STYLIZED)                                                                    
Registration No. 2,029,061                                                      

GETTY                                                                           
Application Serial No. 74/330,713                                               

GETTY AND DESIGN                                                                
Application Serial No. 74/330,714                                               

GETTY ENERGY AND POWER                                                          
Application Pending.                                                            

"DV2"                                                                           
Registration No. 1,680,938                                                      

POWER TEST & DESIGN                                                             
Registration No. 932,015                                                        

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POWER TEST                                                                      
Registration No. 933,404                                                        
Registration No. 917,523                                                        

POWER TEST IN RECTANGLE                                                         
Registration No. 1,297,298                                                      

POWER TEST SHOWN DIAGONALLY                                                     
Registration No. 1,298,066                                                      

KWIK FARMS & DESIGN                                                             
Registration No. 1,288,389                                                      

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SCHEDULE C  

STANDARDS AND SPECIFICATIONS  

COMMINGLING                                                                     

(a)   Purchaser shall not mix any other product with Seller's Getty branded     
   product or mix one grade of Getty branded product with another grade of
Getty branded product or adulterate it in any way, except that, with
    Seller's written consent, Purchaser may blend Getty Unleaded Regular and
    Getty Premium so as to achieve a mid-grade of gasoline.  Purchaser shall
not use the Getty trademarks, trade names, brand names, labels,     
    insignias, symbols or imprints in connection with the storage, handling,
 dispensing or sale of any adulterated, mixed or substituted products.

(b)   Purchaser will not allow or permit any of the operators of the stations   
identified in Exhibit B, or any other approved station to sell Getty
 branded products which are mislabeled, misbranded or contaminated, or
     Getty product which has been commingled with a non-Getty supplied product
  or substance, which is to be sold as a Getty branded product; nor will
Purchaser allow or permit the commingling of leaded with unleaded   
gasoline; nor will Purchaser allow or permit the sale of unleaded   
gasoline as leaded gasoline; nor will it allow the commingling of   
different grades of Getty gasoline.                                 

TRADEMARK PROTECTION                                                            

(a)   Purchaser shall not sell gasoline or other petroleum products received    
     from any source other than the Getty brand of gasoline purchased directly
from Seller under the trademarks, service marks, trade names, brand 
     names, labels, insignias, symbols or imprints of Seller or used by Seller
in its business.                                                    

(b)   Purchaser will not allow or permit any Getty branded gasoline stations    
 identified in Exhibit B or elsewhere to receive from any source other
than the Getty brand of product purchased directly from Seller any  
  product where that product is sold under the Getty trademarks, service
   marks, trade names, brand names, labels, insignias, symbols or imprints
of Seller or used by Seller in its business.                        

EXCLUSIVITY - Purchaser shall sell only the Getty brand of product to           
the stations identified in Exhibit B, and shall not sell a non-Getty brand of   
gasoline. Nor will it allow or permit any operator of any Getty branded station 
to purchase other than Seller's branded Getty product.                          

COMPLIANCE WITH LAW - Purchaser shall comply with all present and future        
laws, orders and regulations of all governmental authorities with respect       
to the storage and sale of products from any of the stations identified         
in Exhibit B and in connection with the use of any equipment located thereon.   

UNLEADED GASOLINES - Purchaser acknowledges that it shall be its                
responsibility that unleaded gasoline is not contaminated and meats the         
specifications of all governmental authorities.  It shall not mix or allow      
unleaded Getty gasoline to be mixed with any gasolines containing lead.         

(a)   Purchaser agrees that it will defend, indemnify and hold Seller harmless  
from and against all present and future claims, demands, suits,     
proceedings, and litigation arising out of any alleged liability for
Purchaser's storage of unleaded Getty gasolines in or through any   
   container, tank, pump, pipe or other element of its gasoline storage or
     distribution system or the introduction of leaded gasoline into any motor
   vehicle tank or compartment which is labeled "UNLEADED GASOLINE ONLY.";
   Purchaser further agrees that it will, on Seller's demand, promptly pay
 all losses, costs, damages, obligations, judgments, fines, penalties,
  expenses and fees suffered or incurred by Seller by reason of any such
     claims, demands, suits, actions, proceedings, or litigation, except those
which are caused by the sole negligence of Seller or its employees. 

(b)   Seller represents that unleaded Getty gasolines purchased by Purchaser    
     from Seller shall conform to Seller's specifications for same at the time
    of delivery.  Purchaser shall notify Seller immediately of any claim for
    variance in quality, and Seller shall have an opportunity to inspect and
  investigate at any time thereafter.  Failure of Purchaser to so notify
    Seller or to cooperate in any investigation shall operate as a waiver of
any and all claims by the Purchaser hereunder.                      

(c)   In the event that Purchaser sells unleaded Getty gasolines to any other   
 person, firm or company for resale under Seller's corporate, trade or
 brand name, Purchaser shall obtain from every such buyer for Seller's
   benefit in writing the warranty and agreements stated in this Paragraph
    13 and shall hold Seller harmless and indemnify Seller from any penalty,
 cost, judgment, loss, fine or expense, including, but not limited to,
    attorney's fees and court costs, which Seller may incur as the result of
 the breach of the obligations of the Purchaser or any person, firm or
company buying Seller's gasolines for resale from Purchaser.        

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RETAIL OUTLETS SUPPLIED BY PURCHASER - In the event Purchaser sells the         
Getty branded gasolines to any other person, firm or company for resale under   
Seller's corporate, trademark or trade names, Purchaser shall obtain from each  
buyer its written contractual obligations requiring such other person, firm or  
company to comply with the terms and obligations imposed upon Purchaser         
pursuant to Paragraphs 9, 10, 11, 12, 13 and 15 of this Agreement. Purchaser    
shall obtain from each and every buyer the written contractual right for Seller 
and its employees and agents to enter such buyer's place or places of business  
to make such inspections, to obtain such samples or to conduct such tests       
necessary to determine compliance. This shall include examination of such       
buyer's books and records of the purchase and sale and inventory of products.   

MONITORING COMPLIANCE                                                           

(a)   At Seller's option, Seller may require, after reasonable notice, that     
Purchaser shall take, keep and maintain continuous meter readings of
    all gasoline dispensing pumps located at each of the stations identified
   in Exhibit B, and shall periodically examine the records of the station
   operators of purchases and sales of products to determine that they are
    not purchasing a non-Getty brand of gasoline.  Purchaser shall take such
     other necessary steps as may be reasonably requested by Seller, including
the placing of "seals" on the totalizer mechanisms of the dispensing
    pumps to insure that they are tamper-proof.  The meter readings for each
   station shall be taken on a monthly basis for each station to determine
    whether or not that station has sold more gasoline than was purchased by
   Purchaser from Seller.  The records of the meter readings shall be kept
  by Purchaser for at least three (3) years from the date of taking, and
shall be made available to Seller, for inspection by its agents and 
    representatives, at any time.  Upon Purchaser receiving information that
 a station listed in Exhibit B has been selling more gasoline than was
purchased from Seller and delivered by Seller, Purchaser shall      
 immediately notify Seller in writing and shall supply Seller with any
documentary evidence.  Purchaser shall thereupon terminate any      
contractual arrangement with the operator of the station and either 
operate the station itself or obtain a new operator.                

(b)   Seller, by its agents or designated representatives, shall have the       
right to enter any business premises of Purchaser at any time during
  normal business hours during the term of this Agreement and then for a
period of four (4) years after the expiration of this Agreement, to 
   inspect records, including but not limited to, documents evidencing the
 purchase, transportation, delivery, inventory or sale of gasoline, or
such records compiled in accordance with Paragraph 15(a) above.     

(c)   Purchaser will allow Seller, its employees or agents, to enter            
  Purchaser's place of business at any time to make such inspections and
to obtain such samples or conduct such tests as may, in Seller's    
   judgment, be reasonably required to confirm that Purchaser is complying
with all its obligations under this Agreement, and Purchaser will   
   cooperate with Seller in any investigation of any alleged violations of
 such obligations.  In the event Purchaser sells Getty products to any
     other person, firm, or company for resale under Seller's corporate, trade
  or brand name, Purchaser shall obtain for every such buyer the written
   contractual right for Seller, and for Purchaser and for their employees
or agents, to enter such buyer's place or places of business at any 
reasonable time to make such inspections, to obtain such samples or 
 conduct such tests as necessary to determine that said unleaded Getty
     gasolines comply with all relevant State and Federal regulations relating
to unleaded gasoline.                                               

(d)   Purchaser agrees and warrants that Purchaser will sample and test the     
   lead content of all gasoline in the storage tanks on any station listed
in Exhibit B containing unleaded Getty gasolines on a frequent and  
regular basis, to assure that said products are in compliance with  
   relevant Federal Environmental Protection Agency Regulations pertaining
   to unleaded gasoline.  In the event that Purchaser sells unleaded Getty
    gasolines to any other person, firm or company for resale under Seller's
    corporate, trade or brand name, Purchaser shall likewise sample and test
on a regular and frequent basis and the lead content of such buyer's
     unleaded Getty gasoline storage facilities. Purchaser shall keep accurate
records of all such samples and tests, and such records shall be    
reasonably made available to Seller upon demand.  Purchaser shall   
   immediately notify Seller if its tests indicate the presence of lead in
   excess of amounts allowed by law in any unleaded Getty gasoline storage
  facility, shall not sell or distribute said gasolines as unleaded, and
   shall cause any such buyer to cease selling said gasolines as unleaded.
    In the event Purchaser discovers any contamination, Purchaser shall make
every reasonable effort to inspect and correct any deficiency in its
    gasoline storage and handling facilities, and shall cause any such buyer
to so inspect, and correct any such deficiency.  In the event that  
     Purchaser does not have the facilities to test for lead content, it shall
     so advise Seller and Seller may enter Purchaser's premises at any time to
conduct such test.                                                  

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MINIMUM STANDARDS - Purchaser recognizes that it is in the interest of          
the parties to this Agreement for Purchaser to affirmatively conduct its        
business to reflect favorably on the parties and to further promote public      
acceptance of Seller's brand names, trademarks, products and services.  In      
recognition of such objectives, Purchaser agrees to conduct its operations and  
cause its retail outlets and/or those served by Purchaser to be operated during 
the term of the Agreement in accordance with the minimum standards set forth in 
Exhibit C attached hereto and made part hereof.                                 

In the event Purchaser or those supplied by him do not meet Seller's minimum    
standards as set forth on Exhibit C, or if a retail facility served by          
Purchaser is abandoned or unoccupied for a period of 30 days, Purchaser will    
cause upon written demand by Seller, Getty identification to be removed from    
such location(s) or automotive equipment (including painting over identifying   
Getty colors) promptly, but no later than within five (5) days following the    
date of the demand.  Removal will be at Purchaser's expense.  If Getty          
identification is not removed within such time, Seller may, in addition to any  
other right it has, cause the removal and charge Purchaser's account, who shall 
reimburse Seller.                                                               

PAINTING - Purchaser shall at its expense paint all station and marketing       
equipment for the dispensing of products, covered by this Agreement, in colors  
and designs approved by Seller.  Should the exterior appearance of any of       
Purchaser's service stations require painting and the same is determined by     
Seller to be detrimental to the Getty image, if Purchaser has not painted       
after 20 days notice, Seller, at its option, shall have the right to paint      
such service station and charge Purchaser for the cost of such painting,        
who shall reimburse Seller.  Upon termination of this Agreement, Purchaser shall
forthwith obliterate and discontinue the use of Getty's color schemes.          

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EXHIBIT C   

MINIMUM STANDARDS   

Purchaser agrees to conduct its operation and the operations of retail outlets  
owned, operated and/or served by Purchaser in accordance with the following     
minimum standards.                                                              

1.    PURCHASER'S OPERATIONS                                                    

(a)   Purchaser will maintain its place of business inside and out, 
    including storage tanks, warehouse buildings, loading racks,
          improvements and facilities thereon, in a good, clean, neat, safe,
           painted, operative and first class condition and in accordance with
all applicable laws, rules and regulations.             

(b)   Purchaser will maintain all automotive equipment used in its  
         business in good, clean, safe, painted, operative and first class
        condition and in compliance with all applicable laws, rules, and
          regulations.  Said equipment will be identified in accordance with
         Seller's identification specifications as may be issued from time
to time.                                                

  (c)   In the conduct of its operations, Purchaser will take reasonable
     action to promote Seller's trade names and trademarks and the
         branded products they represent and not operate its business in a
      manner detrimental to the trademarks or trade names of Seller.
          Purchaser shall provide in any agreement with retail outlets which
           it serves that such retail outlet will not sell products other than
     those of Getty under Getty's brand names or trademarks and if
   such retail outlet does so, Purchaser shall provide in such
           agreement the right to remove Getty's trademarks and identification
from such retail outlet.                                

  (d)   In the conduct of its operations, Purchaser will provide prompt,
       efficient, courteous and diligent service to its retail outlets
and other customers.                                    

2.    RETAIL OUTLETS OPERATED AND/OR SERVED BY PURCHASER                        

 (a)   Premises including buildings, rest rooms, driveways, sidewalks,
     grass or planting areas, and storage areas will be maintained
         inside and out in good, clean, neat, safe and healthful condition
   with all necessary painting and repairs being made thereto.

(b)   Retail outlets will be equipped to provide services comparable
     with competitive outlets of similar type, age and style.  All
         equipment will be kept neat, clean and in good repair.  Pumps and
     dispensers which dispense Seller's products shall be properly
          identified with Seller's product decals and other decals which may
        be required by applicable laws, rules and regulations.  Seller's
      trademarks, signs, logos and other identification will be kept
    clean, in good repair and painted when required according to
Seller's specifications.                                

(c)   Purchaser's operators or retailers, including employees at    
       retail outlets served by Purchaser, will at all times present a
      good personal appearance, observe clean, neat and safe working
          habits, render prompt, courteous and honest treatment to customers
      and take reasonable action to promote Seller's trade names and
trademarks and the branded products they represent.     

3.    ADVERTISING                                                               

Purchaser shall obtain Seller's approval on signs and advertising   
including color schemes.                                            

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SCHEDULE D
LICENSED MARKS USED IN COMBINATION WITH OTHERS    

WEX (Wright Express)                                                            
Uni-Marts                                                                       
MBNA MasterCard                                                                 
GasCard                                                                         
Signs in conjunction with American Express, MasterCard, et al.

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Filing Submission 0000950124-97-000358 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Getty Petroleum Marketing Inc/MD – ‘10-12B/A’ on 1/27/97 – EX-10.5

As of: Monday, 1/27/97 · Accession #: 950124-97-358 · File #: 1-14490

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Amendment to Registration of Securities (General Form) — Form 10Filing Table of Contents

EX-10.5 — Trademark License AgreementExhibit Table of Contents

Amendment to Registration of Securities (General Form) — Form 10
Filing Table of Contents

EX-10.5 — Trademark License Agreement
Exhibit Table of Contents